Common use of Straddle Period Tax Allocation Clause in Contracts

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company and the Subsidiaries will, unless prohibited by applicable lawLaw, close the each of their applicable taxable period of the Company periods as of the close of business on the Closing Date. If applicable law Law does not permit the Company and the Subsidiaries to close any of its taxable year years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property Notwithstanding the foregoing, property or ad valorem Taxes however taxes attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company willSeller and Buyer shall, unless prohibited by applicable lawApplicable Law, close the taxable period of the Company each Subsidiary as of the close of business on the Closing Date. If applicable law Law does not permit the Company a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle PeriodPeriod Tax”), the TaxesStraddle Period Tax, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period Tax shall be made by means of a closing of the books and records of the Company such Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however The Party required by Applicable Law to pay any Straddle Period Tax (the “Paying Party”), to the extent such payment exceeds the obligation of the Paying Party hereunder, shall be apportioned by assuming that an equal portion provide the other Party (the “Non-Paying Party”) with notice of payment, and within ten (10) days’ of receipt of such Tax notice of payment, the Non-Paying Party shall reimburse the Paying Party for the entire Non-Paying Party’s share of such Straddle Period is allocable Taxes. The Party required by Applicable Law to each day in such file a Tax Return with respect to any Straddle PeriodPeriod Tax shall do so within the time period prescribed by Applicable Law.

Straddle Period Tax Allocation. The Company and its Subsidiaries will, unless prohibited by applicable lawLaw, close the taxable period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company or any of its Subsidiaries to close its taxable year as of the close of business on the Closing Date or Date, and in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a the portion of such Straddle Period shall be allocated (i) to the Selling Members for the period up to and including the close of business ending on the Closing Date (Date, except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))as provided below, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made determined by means of a closing of the books and records of the Company and its Subsidiaries or Parent and its Subsidiaries, as of the close applicable, as of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property Notwithstanding the preceding sentence, with respect to any property or ad valorem Taxes however Tax, such Tax shall be apportioned by assuming that an equal portion allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of such Tax for the entire Straddle Period is allocable to each day days in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company Selling Stockholders and Purchaser will, unless prohibited by applicable law, close the taxable period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable law does not permit the Company and its Subsidiaries to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “"Straddle Period”"), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and its Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in In any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (Date, but does not begin or end on that day) day (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Effective Time, and (ii) to Purchaser the Company for the period subsequent to the Effective Time; provided, that any Tax liability arising on the Closing DateDate that arises from an action of the Company caused by Seller that is not in the Ordinary Course of Business, shall be allocated to Seller. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company as of the close of the Closing DateEffective Time; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Effective Time and the period after the Effective Time in proportion to the number of days in each such period. Notwithstanding the foregoing, property or ad valorem taxes attributable to a Straddle Period shall be allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Seller will cause the Company willto, unless prohibited by applicable lawLegal Requirements, close the taxable period of the Company and its Subsidiaries, as applicable, as of the close of business on the Closing Date. If applicable law does not permit the Company or any of its Subsidiaries to close its taxable year on the Closing Date Date, or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), then for purposes of this Agreement (i) in the Taxescase of real property, if anypersonal property and other Taxes not imposed on the basis of income or receipts, attributable to a Straddle Period such Taxes shall be allocated (i) to between the Selling Members Pre-Closing Tax Period and the Post-Closing Tax Period based on a daily proration of such Taxes by multiplying the amount of such Tax for the entire taxable period up to and including by a fraction, the close numerator of business on which is the Closing Date (except that the Members shall not be responsible for Taxes to the extent number of any reserve or accrual for Taxes on the Closing Balance Sheet that are included days in the Pre-Closing Working Capital described Tax Period or Post-Closing Tax Period, as the case requires, and the denominator of which is the number of days in Section 2.4(b)(i)), the entire taxable period and (ii) to Purchaser for in the period subsequent to the Closing Date. Any allocation case of income or deductions required to determine any all other Taxes, such Taxes attributable to a Straddle Period shall be made by means of a allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period based on an interim closing of the books and records of the Company and each of its Subsidiaries as of the close of the Closing DateDate , provided except that exemptionsto the extent such Taxes are attributable to extraordinary transaction(s) entered into by the Company or its Subsidiaries after the Closing, allowances such Taxes attributable to or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductionsarising from the extraordinary transaction(s) shall will be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodPost-Closing Tax Period to the extent permitted by Treas. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle PeriodReg. 1.1502-76(b)(1)(ii)(B).

Straddle Period Tax Allocation. (a) The Company Seller Representative will, unless prohibited by applicable lawLaw, close the taxable period of each of the Company Companies as of the close of business on the Closing Date. Purchaser shall cause any Company that files corporate income tax returns in Canada to make an election pursuant to subsection 256(9) of the Income Tax Act (Canada), and the regulations thereunder, in respect of its taxation year ending on the acquisition of control of such entity by Purchaser. If applicable law Law does not permit the any Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller Representative for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of each of the Company Companies as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or . (b) All real property Taxes, personal property Taxes and similar ad valorem Taxes however obligations levied with respect to the Acquired Assets for the Straddle Period shall be apportioned by assuming that an equal portion between each Asset Seller and Purchaser based on the number of days of the Straddle Period before and including the Closing Date and the number of days of the Straddle Period after the Closing Date. Such Asset Seller shall be liable for, and as appropriate reimburse Purchaser for, the proportionate amount of such Tax for Taxes that is attributable to the entire Straddle Period period up to and including the Closing Date, and Purchaser shall be liable for, and as appropriate reimburse such Asset Seller for, the proportionate amount of such Taxes that is allocable attributable to each day in such Straddle Periodthe period after the Closing Date.

Straddle Period Tax Allocation. The Company Subsidiaries and Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of each of the Company Subsidiaries as of the close of business on at the Closing DateEffective Time. If applicable law Law does not permit the Company a Subsidiary to close its taxable year on at the Closing Date Effective Time or in any case in which a Tax relating to any of the Purchased Assets, Purchased Shares or Subsidiaries is assessed with respect to a taxable period which includes the Closing Date Effective Time (but does not begin or end on that day) (a “Straddle Period”), Taxes relating to the Purchased Assets, Purchased Shares or Subsidiaries shall be allocated to the periods on or before and after the Effective Time as follows: (i) in the case of Taxes such as property Taxes, if anyad valorem obligations, attributable or similar recurring Taxes during the Straddle Period, such Taxes shall be allocated to periods on or before and after the Effective Time on a per diem basis and (ii) in the case of all other Taxes during the Straddle Period Period, such Taxes shall be allocated (iA) to the Selling Members Sellers for the period up to and including the close of business on at the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Effective Time, and (iiB) to Purchaser for the period subsequent to the Closing DateEffective Time. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company relevant Subsidiaries as of the close of business on the Closing Dateday prior to the Effective Time, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on at the Closing Date Effective Time and the period after the Closing Date Effective Time in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company and the Subsidiaries as of the close of business on the Closing Date. If applicable law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Signing Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser the Owners for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company willshall, unless prohibited by applicable lawLaw, close the taxable period of the Company and each of the Wholly Owned Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year or the taxable year of a Wholly Owned Subsidiary on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, portion of any such Taxes attributable to a Straddle Period shall be allocated (i) to the Selling Members for portion of the period up to and including the close of business ending on the Closing Date shall be: (except that i) in the Members shall not be responsible case of Taxes, other than income Taxes (however denominated), sales and use Taxes, withholding Taxes and value added Taxes, the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes to determined on an arrears basis, the extent amount of any reserve or accrual such Taxes for Taxes the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the portion of the period ending on and including the Closing Balance Sheet that are included Date and the denominator of which is the number of calendar days in the Closing Working Capital described in Section 2.4(b)(i)), and entire period; and (ii) in the case of income Taxes (however denominated), sales and use Taxes, withholding Taxes and value added Taxes, deemed equal to Purchaser for the amount that would be payable if the Tax period subsequent to of the Company or the applicable Wholly Owned Subsidiary ended with (and included) the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, ; provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on and including the Closing Date and the period beginning after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company Seller and Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated as follows: (i) in the case of income and similar Taxes, withholding Taxes, any Taxes resulting from, or imposed on, sales, receipts, uses, transfers or assignments of property, or payments to other Persons (including wages), the amount of Taxes allocated to the Selling Members portion of the Straddle Period ending on the Closing Date shall be equal to the amount of Taxes payable for such portion of the period up to and including determined utilizing the “closing of books” methodology by assuming that the taxable period ended at the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), Date; and (ii) in the case of all other Taxes, the amount of Taxes allocated to Purchaser the portion of the Straddle Period ending on the Closing Date shall be equal to the amount of Taxes for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a entire Straddle Period shall be made multiplied by means a fraction, the numerator of a closing which is the number of calendar days in the portion of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period Straddle Period ending on the Closing Date and the period after denominator of which is the number of calendar days in the entire Straddle Period. For purposes of clause (i), any item determined on an annual or periodic basis (including amortization and depreciation deductions) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the relative number of days in proportion such portion of the Straddle Period as compared to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable (but computed without regard to each day items resulting from increases in the assets, capital or liabilities of the Company occurring on or after the Closing Date). If any material aspect relating to the allocation of Taxes remains in dispute within ten (10) days prior to the due date for filing any Tax Return relating to such Straddle PeriodTaxes, such dispute shall be resolved pursuant to Section 9.5(f), which resolution shall be binding on the parties.

Straddle Period Tax Allocation. The Parties shall cause, to the maximum extent possible under applicable Law, any taxable period of the Company willand its Subsidiary that would otherwise be a Straddle Period to end on the Closing Date. In order to apportion appropriately any Taxes relating to a Straddle Period, unless prohibited Counterparty shall cause the Company and its Subsidiary, to the extent permitted by applicable lawLaw, close to elect with the relevant taxing authority to treat for all Tax purposes the Closing Date as the last day of the taxable period of the Company or its Subsidiary, as of the close of business on the Closing Dateapplicable. If In any case where applicable law Law does not permit the Company to close its taxable year on treat the Closing Date as the last day of the taxable period of the Company or in its Subsidiary, for purposes of this Agreement, the portion of any case in which a Tax is assessed payable with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”Period will be allocated in accordance with this Section 6.6(b), the Taxes, if any, . Any Taxes attributable to a any Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close end of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser the Counterparty for the period subsequent to the Closing Date. Any For purposes of the preceding sentence, any allocation of income or deductions required (A) Taxes, other than those referred to determine any Taxes attributable to a Straddle Period in clause (B) below, shall be made by means of a closing of the books and records of the Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or , and (B) property Taxes and ad valorem Taxes however attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated between such two periods in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Datedate of the Closing. If applicable law Law does not permit the Company to close its taxable year on the date of the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which that includes the date of the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Securityholders for the period up to and including the close of business on the Closing Date (except that date of the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Closing, and (ii) to Purchaser Parent for the period subsequent to the Closing Datedate of the Closing. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of business on the Closing Datedate of the Closing, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the date of the Closing Date and the period after the date of the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however Any Tax Returns including any Straddle Period shall be apportioned provided by assuming that an equal portion of Parent to the Securityholder Agent at least twenty days prior to the due date for filing thereof, along with supporting workpapers, for the Securityholder Agent’s review and approval. The Securityholder Agent and Parent shall attempt in good faith to resolve any disagreements regarding such Tax Returns prior to the due date for filing. In the entire Straddle Period is allocable event that the Securityholder Agent and Parent are unable to each day in resolve any dispute with respect to such Straddle PeriodTax Returns at least ten days prior to the due date for filing, such dispute shall be resolved pursuant to Section 7.10(e), which resolution shall be binding on the parties.

Straddle Period Tax Allocation. The Company willshall, unless prohibited by applicable lawLaw, close the taxable period of the Company and its Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its the taxable year of the Company and its Subsidiaries as of the close of business on the Closing Date or Date, and in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the amount of such Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for between the period up to and including the close of business ending on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to after the Closing Date. Any allocation of income or deductions required to determine any Taxes (other than property and ad valorem Taxes) attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property With respect to any property or ad valorem Taxes however Tax, such Tax shall be apportioned by assuming that an equal portion allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable lawLaw, close the taxable period of the Company and the Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company or a Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date, provided that Taxes other than those based upon or related to income and receipts and exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal portion of such Tax for the entire Straddle Period is allocable to each day in such Straddle Period.

Straddle Period Tax Allocation. The Company parties acknowledge that, for federal income Tax purposes, the taxable year of the Companies and Subsidiaries that are U.S. corporations will end as of the close of the Closing Date. With respect to all other Taxes, the Sellers and Purchaser will, unless prohibited by applicable lawLaw, take such actions as may be required to close the taxable period of the Company Companies and Subsidiaries as of the close of business on the Closing Date. If In any case where applicable law Law does not permit the any Company or Subsidiary to close its taxable year on as of the close of the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the then Taxes, if any, attributable to a Straddle Period the taxable period of the Companies and Subsidiaries beginning before and ending after the Closing Date shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period any period beginning before and ending after the Closing Date shall be made (A) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of the books and records of the applicable Company or Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodperiod and (B) in the case of other Taxes, on a per diem basis. Property or ad valorem Taxes however All determinations necessary to give effect to the allocation set forth in the foregoing clause (A) shall be apportioned by assuming that an equal portion made in a manner consistent with the past practice of such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodrelevant Companies and the Subsidiaries.

Straddle Period Tax Allocation. The Company MTH and Reuters will, unless prohibited by applicable lawLaw, close the taxable period of the Company Purchased Subsidiaries as of the close of business on the Closing Date. If applicable law Law does not permit the Company any Purchased Subsidiary to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Reuters for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company Purchased Subsidiaries as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be Back to Contents allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property All real property Taxes, personal property Taxes, or ad valorem obligations and similar recurring Taxes however and fees on the Transferred Assets for Straddle Periods shall be apportioned prorated between the Purchasers and the Sellers as of the close of business on the Closing Date. Notwithstanding the foregoing, Sellers shall not be liable for any Taxes with respect to the Purchased Subsidiaries or the Transferred Assets arising on the Closing Date but after the Closing for transactions or actions taken by assuming Purchasers after the Closing but on the Closing Date that an equal portion are outside the Ordinary Course of such Tax for the entire Straddle Period is allocable to each day in such Straddle PeriodBusiness.

Straddle Period Tax Allocation. The Company parties acknowledge that, for federal income Tax purposes, the taxable year of the Companies and Subsidiaries that are U.S. corporations will end as of the close of the Closing Date. With respect to all other Taxes, the Sellers and Purchaser will, unless prohibited by applicable lawLaw, take such actions as may be required to close the taxable period of the Company Companies and Subsidiaries as of the close of business on the Closing Date. If In any case where applicable law Law does not permit the any Company or Subsidiary to close its taxable year on as of the close of the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “"Straddle Period”"), the then Taxes, if any, attributable to a Straddle Period the taxable period of the Companies and Subsidiaries beginning before and ending after the Closing Date shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period any period beginning before and ending after the Closing Date shall be made (A) in the case of income Taxes or Taxes based on or related to income or receipts or any sales or use Tax, by means of a closing of the books and records of the applicable Company or Subsidiary as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such periodperiod and (B) in the case of other Taxes, on a per diem basis. Property or ad valorem Taxes however All determinations necessary to give effect to the allocation set forth in the foregoing clause (A) shall be apportioned by assuming that an equal portion made in a manner consistent with the past practice of such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodrelevant Companies and the Subsidiaries.

Straddle Period Tax Allocation. The Company will, unless prohibited by to the extent permitted under applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Stockholders for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property ; and in the case of any Taxes other than Taxes based upon or ad valorem related to income or gross receipts, the amount of such Taxes however shall be apportioned by assuming that an equal attributable to the pre-Closing portion of such Tax for the entire Straddle Period is allocable shall also be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Company willshall, unless prohibited by applicable lawLaw, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (Date, except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual such Taxes were already accounted for Taxes in the Net Working Capital Adjustment as a reduction to Closing Working Capital on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Statement, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or In the case of any Taxes of the Company imposed on a periodic basis (including real property and ad valorem Taxes however Taxes) the allocation between Purchaser and the Sellers described in this Section 8.5 (c) shall be apportioned by assuming that an equal portion made based on the number of such Tax for days during the entire Straddle Period is allocable to each day on or before the Closing Date, on the one hand, and the number of days in such the Straddle PeriodPeriod after the Closing Date, on the other hand.

Straddle Period Tax Allocation. The Company (a) Seller and Purchaser will, unless prohibited by applicable lawLaw, close the taxable period of the Company BPP as of the close of business on the Closing Date. If applicable law Law does not permit the Company BPP to close its taxable year on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the Company BPP as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property . (b) All real property taxes, personal property taxes, or ad valorem Taxes however obligations and similar recurring taxes and fees on the Transferred Assets for taxable periods beginning before, and ending after, the Closing Date, shall be apportioned by assuming that an equal portion prorated to the extent not reflected in Final Working Capital between Purchaser and Seller as of the close of business on the Closing Date. With respect to Taxes described in this Section 11.3(b), Seller shall timely file all Tax Returns due on or before the Closing Date with respect to such Taxes and Purchaser shall prepare and timely file all Tax Returns due after the Closing Date with respect to such Taxes. If one party remits to the appropriate Taxing Authority payment for Taxes, which are subject to proration under this Section 11.3 and such payment includes the other party’s share of such Tax Taxes, such other party shall promptly reimburse the remitting party for the entire Straddle Period is allocable to each day in its share of such Straddle PeriodTaxes.

Straddle Period Tax Allocation. The Company willParties shall cause, unless prohibited by to the maximum extent possible under applicable lawLaw, close the any taxable period of the either Company as of the close of business that would otherwise be a Straddle Period to end on the Closing Date. If applicable law does not permit In order to apportion appropriately any Taxes relating to a Straddle Period, the Company Buyer shall cause each Company, to close its taxable year on the extent permitted by Law, to elect with the relevant taxing authority to treat for all Tax purposes the Closing Date or in as the last day of the taxable period of such Company, as applicable. In any case in which a where applicable Law does not treat the Closing Date as the last day of the taxable period of either Company, for purposes of this Agreement, the portion of any Tax is assessed payable with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”Period will be allocated in accordance with this Section 6.6(b), the Taxes, if any, . Any Taxes attributable to a any Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close end of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser the Buyer for the period subsequent to the Closing Date. Any For purposes of the preceding sentence, any allocation of income or deductions required (A) Taxes, other than those referred to determine any Taxes attributable to a Straddle Period in clause (B) below, shall be made by means of a closing of the books and records of the each Company as of the close end of the Closing Date; provided, provided however, that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or , and (B) property Taxes and ad valorem Taxes however attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated between such two periods in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.

Straddle Period Tax Allocation. The Each Company will, unless prohibited by applicable lawLaw, close the taxable period of the such Company as of the close of business on the Closing Date. If , and such period shall be treated as a “Short Period.” In any case where applicable law does not permit the either Company to close its taxable year on treat the Closing Date as the last day of a Short Period, or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Seller for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records of the each Company as of the close of the Closing Date, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property or ad valorem Taxes however shall be apportioned by assuming that an equal , and the portion of such Tax Taxes that is attributable to the operations of either Company for such Interim Period (as defined below) shall be (i) in the case of Taxes that are not based on income or gross receipts, the total amount of such Taxes for the period in question multiplied by a fraction, the numerator of which is the number of days in the Interim Period, and the denominator of which is the number of days in the entire Straddle Period is allocable in question, and (ii) in the case of Taxes that are based on income or gross receipts, the Taxes that would be due with respect to each day in the Interim Period, if such Straddle Period.Interim Period was a separate taxable period

Straddle Period Tax Allocation. The Company willWith respect to any Straddle Period, unless prohibited Taxes and Tax items shall be allocated between the period up to and including the Closing Date and the period subsequent to the Closing Date by applicable law, close Closing the taxable period books at the end of the Company as of the close of business on the Closing Date. If applicable law does not permit the Company For Straddle Period Taxes based upon or related to close its taxable year on the Closing Date income or receipts or imposed in connection with any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin sale or end on that day) (a “Straddle Period”)transfer or assignment of property, the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members for portion of the period Straddle Period up to and including the close of business Closing Date based on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i)), and (ii) to Purchaser for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a closing of the books and records actual operation of the Company as of the close of the Closing DateGroup during such period; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property ; provided, further, that Taxes related to transactions or ad valorem Taxes however events on the Closing Date, after the Closing and outside of the ordinary course of business shall be apportioned allocated to the period after the Closing Date. For Straddle Period Taxes measured by assuming that an equal the amount or level of any item (including such Taxes as are measured by the amount of capital or the value of intangibles), the amount of such Taxes allocable to the portion of such Tax period ending on the Closing are determined by multiplying (i) the amount or level of such items immediately prior to the Closing by (ii) a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. For all Straddle Period Taxes not described above, the amount of such Taxes allocable to the portion of such period ending on the Closing is determined by multiplying (A) the amount of such Taxes for the entire Straddle Period by (B) a fraction, the numerator of which is allocable to each day the number of calendar days in such the portion of the Straddle Period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period. The parties hereto shall, to the extent permitted under applicable Law, elect with the relevant Tax authority to treat for all Tax purposes the Closing Date as the last day of the taxable year or period of the Company Group.

Straddle Period Tax Allocation. The Company will, unless prohibited by applicable law, close the taxable period of the Company as of the close of business on the Closing Date. If applicable law Law does not permit the Company and the Subsidiaries to close any of its taxable year years on the Closing Date or in any case in which a Tax is assessed with respect to a taxable period which includes the Closing Date (but does not begin or end on that day) (a “Straddle Period”), the Taxes, if any, attributable to a Straddle Period shall be allocated (i) to the Selling Members Sellers for the period up to and including the close of business on the Closing Date (except that the Members shall not be responsible for Taxes to the extent of any reserve or accrual for Taxes on the Closing Balance Sheet that are included in the Closing Working Capital described in Section 2.4(b)(i))Date, and (ii) to Purchaser Buyer for the period subsequent to the Closing Date. Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period shall be made by means of a deemed closing of the books and records of the Company and the Subsidiaries as of the close of the Closing Date; provided, provided that exemptions, allowances or deductions that are calculated on an annual basis (including, but not limited to, depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period. Property Notwithstanding the foregoing, property or ad valorem Taxes however taxes attributable to a Straddle Period shall be apportioned by assuming that an equal portion allocated to the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such Tax for the entire Straddle Period is allocable to each day in such Straddle Periodperiod.